Memory decline affects millions of people during normal aging and as a consequence of mental health disorders like schizophrenia and chronic depression. This study is concerned with answering the question of how the processing of information in working memory, a form of short-term memory in which information is actively maintained and flexibly used to achieve goals, influences the formation of long-term memories. Several models (Miyaki & Shah, 1999) presume a separation between working and long-term memory, but new evidence suggest an overlap in the neural substrates that subserve these two memory systems (Henke 2010, Nee & Jonides, 2011). Recent data (Ranganath & D'Esposito 2001, Axmacher et al 2007) show the hippocampus, important for long-term memory consolidation, is also active during high load working memory (i.e., when many items are maintained). We propose to test the hypothesis that working memory load predicts long-term memory formation. In Aim 1, we will ask subjects to maintain complex visual scene stimuli in working memory while varying load, and test their recall after different retention intervals. This will answer how working memory load influences memory consolidation and identify a specific variable (load) that governs the interplay between two memory systems. In Aim 2, we will adapt the behavioral paradigm to conduct a functional magnetic resonance imaging (fMRI) study to assess the mechanism of interaction. Does increased hippocampal activity and functional connectivity with cortex during high load working memory processing predict subsequent long-term memory recall? The results will provide new insight into how two memory systems previously studied mostly in isolation interact, and identify a specific variable and mechanism by which information in working memory is transferred to longer-term stores. The results will also inform strategies to improve memory (e.g., through training) during normal aging and disease.